01
Board Composition & Independence
The Board of Directors of Top Notch Consulting shall comprise not fewer than five and not more than nine members, of whom at least two-thirds shall qualify as independent non-executive directors under criteria established by the Capital Markets Authority of Kenya.
Independent directors shall have no material relationship with the company, its subsidiaries, or any party holding a significant contract with the group. The Board conducts an annual independence self-assessment reviewed by the Audit & Risk Committee.
Note
These terms apply to all visitors, users, and other parties who access the service.
- Board Chair must be a non-executive director at all times
- CEO and Board Chair roles shall never be held by the same individual
- Board performance evaluations conducted annually with results disclosed to stakeholders
- Minimum four scheduled board meetings per calendar year
- Director induction programme mandatory for all newly appointed members
02
Executive Accountability
All executive officers are directly accountable to the Board for the performance of the group against approved strategic objectives, annual financial targets, and all applicable compliance obligations. Performance contracts are executed annually between the Board and the Chief Executive Officer.
The Board retains exclusive authority to appoint, evaluate, and if necessary terminate executive officers. Succession planning for all key executive roles is formally reviewed at minimum every two years and results reported to the full Board.
Note
Executive remuneration — including performance bonuses, long-term incentives, and any equity participation — is determined by the Remuneration & Nominations Committee and disclosed in full in the Annual Report.
- Content remains our property unless stated otherwise
- Do not copy or modify material without permission
- Trademarks may not be used without approval
- Content is provided for personal, non-commercial use unless otherwise noted
03
Audit & Risk Committee
The Audit & Risk Committee shall comprise a minimum of three independent non-executive directors, all of whom must possess appropriate financial literacy. The Committee oversees financial reporting integrity, internal audit effectiveness, external auditor independence, and the group's enterprise risk management framework.
The Committee meets quarterly at minimum, with additional meetings convened wherever material financial or risk events require immediate review. Minutes and key findings are reported to the full Board at each subsequent meeting.
- Internal audit plan approved by the Committee at the start of each financial year
- External auditor independence assessed annually; rotation evaluated every five years
- Enterprise risk register reviewed and formally updated each quarter
- All material related-party transactions reviewed for arm's-length compliance
- Whistleblower reports reviewed by Committee Chair before each scheduled meeting
Important
We may suspend or terminate accounts if the information provided is inaccurate or if the account is misused.
04
Conflict of Interest Policy
All directors, officers, and senior employees are required to disclose actual or potential conflicts of interest immediately upon becoming aware of them. Any party with a declared conflict must recuse themselves from all related deliberations and formal decisions.
- Annual conflict of interest declarations required from all Board members and senior managers
- Declaration forms filed with the Company Secretary and retained for a minimum of seven years
- Any recusal formally recorded in Board minutes with the reason stated on the record
- Gifts and hospitality register maintained and reviewed by Audit & Risk Committee annually
Attempting unauthorized access or interference
Publishing harmful, unlawful, or misleading content
Systematic extraction or scraping of data
Using the service in a way that violates law or policy
Important
Failure to disclose a material conflict of interest constitutes a serious breach of the Top Notch Code of Conduct and may result in disciplinary action up to and including immediate dismissal and referral to relevant authorities.
05
Disclosure Obligations
Top Notch is committed to transparent, timely, and accurate disclosure of material information to all stakeholders. Financial results, material contracts, Board composition changes, and significant risk events shall be disclosed through appropriate channels within timeframes stipulated by applicable Kenyan and East African regulations.
All investor communications — including annual reports, interim results, project updates, and shareholder circulars — shall be reviewed and approved by the Board prior to release. No employee may communicate material non-public information to any external party.
We do not guarantee that:
- The service will meet every requirement
- The service will be uninterrupted or error-free
- Results from using the service will always be accurate
- All errors will be corrected immediately
Top Notch upholds the rights of all shareholders — including minority shareholders — to receive timely and accurate information, participate meaningfully in general meetings, and vote on all material resolutions. No class of share shall carry disproportionate voting rights without express prior disclosure and shareholder approval.
Shareholder Rights at a Glance
- Right to receive the Annual Report at least 21 days before the Annual General Meeting
- Right to appoint a proxy to attend and vote on their behalf at any general meeting
- Right to requisition a special general meeting (minimum 10% shareholding threshold applies)
- Right to inspect the register of members at registered company offices
- Right to receive dividends as and when declared by the Board of Directors
- Right to be consulted on transactions that materially affect the nature of the business
You agree to defend, indemnify, and hold us harmless from claims and expenses arising from your use of the service or your breach of these terms.
We may suspend or terminate access at any time if we believe these terms have been violated or if continued access creates risk.
These terms are governed by the laws of the applicable jurisdiction and will be interpreted accordingly.
10
Changes to These Terms
We may update these terms from time to time. The revised version will replace the prior version once posted.
Your continued use of the service means you accept the updated terms.
Note
Please review this page regularly to stay informed about revisions.
